Common use of Supplier’s Responsibilities Clause in Contracts

Supplier’s Responsibilities. 4.1. The Supplier shall: a) provide the Works in accordance with the Purchase Order; b) ensure that the Works will conform in all respects with the Purchase Order; c) perform the Works with the highest level of care, skill and diligence in accordance with good industry practice; d) co-operate with the Customer in all matters relating to the Works, and comply with the Customer’s reasonable instructions; e) before the date on which the Works are to start, obtain and maintain during the term of the relevant Purchase Order, all necessary licences and consents and comply with all Applicable Laws and Mandatory Policies; f) the Customer reserves the right to refuse any of the Supplier’s personnel involved in the provision of the Works access to the Customer’s premises, which shall only be given to the extent necessary for the performance of the Works; g) hold all Customer Materials in safe custody at its own risk, maintain such Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisations; h) not do or omit to do anything, reasonably within its power and ability, which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business. This clause shall not oblige the Supplier to do or omit to do anything which is likely to breach any Applicable Laws or Mandatory Policies; i) notify the Customer in writing immediately upon the occurrence of a change of control of the Supplier; j) ensure sufficient personnel are in place to facilitate secure and timely payments as requested by the Customer; k) is fully responsible for the security of funds in transit up to the disbursement and handover to the relevant Recipient(s); l) provide the Customer with at least 24 hours notification of a Change Order request; m) if for any reason, the Supplier is compelled to discontinue the Available Services, the Supplier shall inform the Customer of any such discontinuation within three (3) Business Days of making the decision, and any monies owed by each Party to the other Party shall be returned within thirty (30) Business Days of that notice, to the bank accounts as determined by the Parties; n) not assign the Agreement, in whole or in part, without the prior written consent of the Customer. With the Customer’s written consent, the Supplier may sub-contract some or all of the services required under this Agreement. The Supplier shall be fully responsible for all services performed by its sub-contractors and suppliers, and for all acts and omissions of such sub-contractors and vendors. The Supplier shall be responsible to perform proper due diligence on its sub-contractors, vendors, agents and other associates used in the performance of this contract. The approval of the Customer of a sub-contractor shall not relieve the Supplier of any of its obligations under this Contract. The terms of any sub-contract shall be subject to, and conform to, the provisions of this Agreement; o) ensure that no monies are paid to the Customer or a Customer member of staff by the Supplier otherwise than in accordance this Agreement. If the Supplier is approached by a Customer member of staff for a payment, commission, ‘kickback’ or associated payment or any other advantage of any kind, they are obliged to report the request or payment directly to the Customer’s Country Director within thirty-six hours or through the Customer’s whistleblowing hotline. Failure to report: i. any request for payment by a member of staff of the Customer; or ii. actual payment by the Supplier ( or anyone acting on their behalf) to a member of staff of the Customer, to the Customer’s Country Representative, shall result in the immediate termination of this Agreement and may result in disqualification of the Supplier from participation in future contracts with the Customer; p) indemnify and keep indemnified the Customer against any and all losses suffered by the Customer where such losses are caused by or arise from any action or omission of the Supplier, negligence or fraud on the part of the Supplier, or failure of the Supplier to comply with: i. Applicable Laws or Mandatory Policies; and ii. the Supplier's obligation to conduct due diligence checks against Sanctions Lists under Clause 6.1. 4.2. Time is of the essence for the Supplier in relation to any performance dates set out in the Purchase Order. If the Supplier fails to meet the relevant deadlines, then (without prejudice to the Customer’s right to terminate this agreement and any other rights it may have), the Customer may: a) refuse to accept any subsequent performance of the Works under the relevant Purchase Order which the Supplier attempts to make; b) purchase substitute services from elsewhere; and c) hold the Supplier accountable for any direct losses (including costs) suffered by the Customer due to the Supplier's failure to meet the relevant deadlines. 4.3. In relation to the Supplier’s personnel, the Supplier shall: a) use the following Key Personnel in the provision of the Works: i. [key personnel] ii. [key personnel] iii. [key personnel]; and b) ensure that all personnel involved in the provision of the Works have suitable skills and experience to enable them to perform the tasks assigned to them, and are in sufficient number to enable the Supplier to fulfil its obligations under this agreement; c) ensure that the Supplier’s Manager has authority to contractually bind the Supplier on all matters relating to the Works (including by signing Change Orders and Purchase Orders); d) promptly inform the Customer of the absence (or the anticipated absence) of any of the Key Personnel, and if so required by the Customer, provide a properly qualified replacement for such individual, and such individual has been subject to due diligence checks in accordance with Clause 6.1; and e) use its best endeavours not to make any changes to the Key Personnel throughout the term of the relevant Purchase Order and obtain the prior written approval of the Customer (such approval not to be unreasonably withheld or delayed) to any replacements for such individuals.

Appears in 3 contracts

Samples: Framework Services Agreement, Framework Services Agreement, Framework Services Agreement

AutoNDA by SimpleDocs

Supplier’s Responsibilities. 4.1. 4.1 The Supplier shall: a) 4.1.1 provide the Works in accordance with the Purchase OrderStatement of Work; b) 4.1.2 ensure that the Works will conform in all respects with the Purchase OrderStatement of Work and be fit for any purpose expressly or implicitly made known to the Supplier by the Customer; c) 4.1.3 perform the Works with the highest level of care, skill and diligence in accordance with good industry practicebest practice in the Supplier's industry, profession or trade; d) 4.1.4 ensure that all goods, materials, standards and techniques used in providing the Works are of the best quality and are free from defects in workmanship, installation and design; 4.1.5 co-operate with the Customer in all matters relating to the Works, and comply with the Customer’s reasonable 's instructions; e) ; before the date on which the Works are to start, obtain and maintain during the term of the relevant Purchase OrderStatement of Work, all necessary licences and consents and comply with all Applicable Laws relevant legislation in relation to the Works. 4.1.6 observe all health and Mandatory Policiessafety rules and regulations and any other reasonable security requirements that apply at any premises on which Works take place from time to time; f) the Customer reserves the right to refuse any of the Supplier’s personnel involved in the provision of the Works access to the Customer’s premises, which shall only be given to the extent necessary for the performance of the Works; g) 4.1.7 hold all Customer Materials in safe custody at its own risk, maintain such Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s 's written instructions or authorisations; h) 4.1.8 not do or omit to do anything, reasonably within its power and ability, anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business. This clause shall not oblige the Supplier to do or omit to do anything which is likely to breach any Applicable Laws or Mandatory Policies; i) 4.1.9 notify the Customer in writing immediately upon the occurrence of a change of control of the Supplier; j) ensure sufficient personnel are in place to facilitate secure and timely payments as requested by the Customer; k) is fully responsible for the security of funds in transit up to the disbursement and handover to the relevant Recipient(s); l) provide the Customer with at least 24 hours notification of a Change Order request; m) if for any reason, the Supplier is compelled to discontinue the Available Services, the Supplier shall inform the Customer of any such discontinuation within three (3) Business Days of making the decision, and any monies owed by each Party to the other Party shall be returned within thirty (30) Business Days of that notice, to the bank accounts as determined by the Parties; n) not assign the Agreement, in whole or in part, without the prior written consent of the Customer. With the Customer’s written consent, the Supplier may sub-contract some or all of the services required under this Agreement. The Supplier shall be fully responsible for all services performed by its sub-contractors and suppliers, and for all acts and omissions of such sub-contractors and vendors. The Supplier shall be responsible to perform proper due diligence on its sub-contractors, vendors, agents and other associates used in the performance of this contract. The approval of the Customer of a sub-contractor shall not relieve the Supplier of any of its obligations under this Contract. The terms of any sub-contract shall be subject to, and conform to, the provisions of this Agreement; o) ensure that no monies are paid to the Customer or a Customer member of staff by the Supplier otherwise than in accordance this Agreement. If the Supplier is approached by a Customer member of staff for a payment, commission, ‘kickback’ or associated payment or any other advantage of any kind, they are obliged to report the request or payment directly to the Customer’s Country Director within thirty-six hours or through the Customer’s whistleblowing hotline. Failure to report: i. any request for payment by a member of staff of the Customer; or ii. actual payment by the Supplier ( or anyone acting on their behalf) to a member of staff of the Customer, to the Customer’s Country Representative, shall result in the immediate termination of this Agreement and may result in disqualification of the Supplier from participation in future contracts with the Customer; p) indemnify and keep indemnified the Customer against any and all losses suffered by the Customer where such losses are caused by or arise from any action or omission of the Supplier, negligence or fraud on the part of the Supplier, or failure of the Supplier to comply with: i. Applicable Laws or Mandatory Policies; and ii. the Supplier's obligation to conduct due diligence checks against Sanctions Lists under Clause 6.14.1.10 comply with any additional obligations imposed on it as set out in a Statement of Work. 4.2. 4.2 Time is of the essence for the Supplier in relation to any performance dates set out in for the Purchase OrderSupplier. If the Supplier fails to meet the relevant deadlines, then (without prejudice to the Customer’s 's right to terminate this agreement Agreement and any other rights it may have), the Customer may: a) 4.2.1 refuse to accept any subsequent performance of the Works under the relevant Purchase Order Statement of Work which the Supplier attempts to make; b) 4.2.2 purchase substitute services from elsewhere; andelsewhere and reclaim from the Supplier any additional costs incurred as a result of procuring such services from a third party instead of the Supplier; c) 4.2.3 hold the Supplier accountable for any direct losses (including costs) suffered loss and additional costs incurred; and 4.2.4 have any sums previously paid by the Customer due to the Supplier in respect of the affected Works refunded by the Supplier's failure to meet the relevant deadlines. 4.3. 4.3 In relation to the Supplier’s 's personnel, the Supplier shall: a) use the following Key Personnel in the provision of the Works: i. [key personnel] ii. [key personnel] iii. [key personnel]; and b) shall ensure that all personnel involved in the provision of the Works have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable the Supplier to fulfil its obligations under this agreementAgreement; c) ensure that the Supplier’s Manager has authority to contractually bind the Supplier on all matters relating to the Works (including by signing Change Orders and Purchase Orders); d) promptly inform the Customer of the absence (or the anticipated absence) of any of the Key Personnel, and if so required by the Customer, provide a properly qualified replacement for such individual, and such individual has been subject to due diligence checks in accordance with Clause 6.1; and e) use its best endeavours not to make any changes to the Key Personnel throughout the term of the relevant Purchase Order and obtain the prior written approval of the Customer (such approval not to be unreasonably withheld or delayed) to any replacements for such individuals.

Appears in 2 contracts

Samples: Framework Services Agreement, Framework Services Agreement

Supplier’s Responsibilities. 4.1. 4.1 The Supplier shall: (a) provide the Works Services and the Deliverables in accordance with the Purchase OrderSchedule 1; (b) ensure that the Works Services and Deliverables will conform in all respects with Schedule 1 and that the Purchase OrderDeliverables shall be fit for any purpose expressly or implicitly made known to the Supplier by the Customer; (c) perform the Works Services with the highest level of care, skill and diligence in accordance with good industry practicebest practice in the Supplier’s industry, profession or trade; (d) ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of the best quality and are free from defects in workmanship, installation and design; (e) co-operate with the Customer in all matters relating to the WorksServices, and comply with the Customer’s reasonable instructions; e(f) before the date on which the Works Services are to start, obtain and at all times, maintain during the term of the relevant Purchase Orderthis agreement, all necessary licences and consents and comply with all Applicable Laws in relation to: (i) the Services; and (ii) the installation and Mandatory Policiesuse of the Supplier’s Equipment; f(g) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises from time to time and that have been communicated to it under Clause 5(f) [and attached at Schedule 4]. The Customer reserves the right to refuse any of the Supplier’s personnel involved in the provision of the Works Services access to the Customer’s premises, which shall only be given to the extent necessary for the performance of the WorksServices; g(h) hold all Customer Materials in safe custody at its own risk, risk and maintain such the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s written instructions or authorisations; h(i) take good care of any of the Customer’s Equipment provided by the Customer pursuant to Clause 5(e); (j) not do or omit to do anything, reasonably within its power and ability, anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business. This clause shall not oblige the Supplier to do or omit to do anything which is likely to breach any Applicable Laws or Mandatory Policies; i(k) notify the Customer in writing immediately upon the occurrence of a change of control of the Supplier; j) ensure sufficient personnel are in place to facilitate secure and timely payments as requested by the Customer; k) is fully responsible for the security of funds in transit up to the disbursement and handover to the relevant Recipient(s); l) provide the Customer with at least 24 hours notification of a Change Order request; m) if for any reason, the Supplier is compelled to discontinue the Available Services, the Supplier shall inform the Customer of any such discontinuation within three (3) Business Days of making the decision, and any monies owed by each Party to the other Party shall be returned within thirty (30) Business Days of that notice, to the bank accounts as determined by the Parties; n) not assign the Agreement, in whole or in part, without the prior written consent of the Customer. With the Customer’s written consent, the Supplier may sub-contract some or all of the services required under this Agreement. The Supplier shall be fully responsible for all services performed by its sub-contractors and suppliers, and for all acts and omissions of such sub-contractors and vendors. The Supplier shall be responsible to perform proper due diligence on its sub-contractors, vendors, agents and other associates used in the performance of this contract. The approval of the Customer of a sub-contractor shall not relieve the Supplier of any of its obligations under this Contract. The terms of any sub-contract shall be subject to, and conform to, the provisions of this Agreement; o) ensure that no monies are paid to the Customer or a Customer member of staff by the Supplier otherwise than in accordance this Agreement. If the Supplier is approached by a Customer member of staff for a payment, commission, ‘kickback’ or associated payment or any other advantage of any kind, they are obliged to report the request or payment directly to the Customer’s Country Director within thirty-six hours or through the Customer’s whistleblowing hotline. Failure to report: i. any request for payment by a member of staff of the Customer; or ii. actual payment by the Supplier ( or anyone acting on their behalf) to a member of staff of the Customer, to the Customer’s Country Representative, shall result in the immediate termination of this Agreement and may result in disqualification of the Supplier from participation in future contracts with the Customer; p) indemnify and keep indemnified the Customer against any and all losses suffered by the Customer where such losses are caused by or arise from any action or omission of the Supplier, negligence or fraud on the part of the Supplier, or failure of the Supplier to comply with: i. Applicable Laws or Mandatory Policies; and ii. the Supplier's obligation to conduct due diligence checks against Sanctions Lists under Clause 6.1(l) [ANY OTHER GENERAL OBLIGATIONS]. 4.2. 4.2 Time is of the essence for the Supplier in relation to [any performance dates set out in OR Milestones] for the Purchase OrderSupplier. If the Supplier fails to meet the relevant deadlines, then (without prejudice to the Customer’s right to terminate this agreement and any other rights it may have), the Customer may: (a) refuse to accept any subsequent performance of the Works under the relevant Purchase Order Services which the Supplier attempts to make; (b) purchase substitute services from elsewhere; andelsewhere [and reclaim from the Supplier any additional costs incurred as a result of procuring such services from a third party instead of the Supplier]; (c) hold the Supplier accountable for any direct losses loss and additional costs incurred; and (including costsd) suffered have any sums previously paid by the Customer due to the Supplier in respect of the affected Services refunded by the Supplier's failure to meet the relevant deadlines. 4.3. 4.3 In relation to the Supplier’s personnel, the Supplier shall: (a) use the following Key Personnel in the provision of the Works:Services [and procure that the Key Personnel spend [all OR at least [NUMBER]%] of their working hours in the provision of the Services]; i. [key personnel] ii. [key personnel] iii. [key personnel]; and (b) ensure that all personnel involved in the provision of the Works Services have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable the Supplier to fulfil its obligations under this agreement; (c) ensure that the Supplier’s Manager has authority to contractually bind the Supplier on all matters relating to the Works Services (including by signing Change Orders and Purchase Orders); (d) promptly inform the Customer of the absence (or the anticipated absence) of any of the Key Personnel, and if so required by the Customer, provide a properly suitably qualified replacement for such individual, and such individual has been subject to due diligence checks in accordance with Clause 6.1; and (e) use its best endeavours not to make any changes to the Key Personnel throughout the term of the relevant Purchase Order this agreement and obtain the prior written [written] approval of the Customer [(such approval not to be unreasonably withheld or delayed) to any replacements for such individuals.such

Appears in 1 contract

Samples: Services Agreement

Supplier’s Responsibilities. 4.1. 4.1 The Supplier shall: (a) provide the Works Services and the Deliverables in accordance with the Purchase OrderSchedule 1; (b) ensure that the Works Services and Deliverables will conform in all respects with the Purchase OrderSchedule 1; (c) perform the Works Services with the highest level of care, skill and diligence in accordance with good industry practicebest practice in the Supplier's industry, profession or trade; (d) co-operate with the Customer in all matters relating to the WorksServices, and comply with the Customer’s 's reasonable instructions; (e) before the date on which the Works Services are to start, obtain and at all times, maintain during the term of the relevant Purchase Orderthis agreement, all necessary licences and consents and comply with all Applicable Laws in relation to: (i) the Services; and (ii) the installation and Mandatory Policiesuse of the Supplier's Equipment; (f) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's premises from time to time and that have been communicated to it under clause 5(f). The Customer reserves the right to refuse any of the Supplier’s 's personnel involved in the provision of the Works Services access to the Customer’s 's premises, which shall only be given to the extent necessary for the performance of the Works; (g) hold all Customer Materials in safe custody at its own risk, risk and maintain such the Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s 's written instructions or authorisations; (h) take good care of any of the Customer's Equipment provided by the Customer pursuant to clause 5(e); (i) not do or omit to do anything, reasonably within its power and ability, anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business. This clause shall not oblige the Supplier to do or omit to do anything which is likely to breach any Applicable Laws or Mandatory Policies;; and i(j) notify the Customer in writing immediately upon the occurrence of a change of control Control of the Supplier; j) ensure sufficient personnel are in place to facilitate secure and timely payments as requested by the Customer; k) is fully responsible for the security of funds in transit up to the disbursement and handover to the relevant Recipient(s); l) provide the Customer with at least 24 hours notification of a Change Order request; m) if for any reason, the Supplier is compelled to discontinue the Available Services, the Supplier shall inform the Customer of any such discontinuation within three (3) Business Days of making the decision, and any monies owed by each Party to the other Party shall be returned within thirty (30) Business Days of that notice, to the bank accounts as determined by the Parties; n) not assign the Agreement, in whole or in part, without the prior written consent of the Customer. With the Customer’s written consent, the Supplier may sub-contract some or all of the services required under this Agreement. The Supplier shall be fully responsible for all services performed by its sub-contractors and suppliers, and for all acts and omissions of such sub-contractors and vendors. The Supplier shall be responsible to perform proper due diligence on its sub-contractors, vendors, agents and other associates used in the performance of this contract. The approval of the Customer of a sub-contractor shall not relieve the Supplier of any of its obligations under this Contract. The terms of any sub-contract shall be subject to, and conform to, the provisions of this Agreement; o) ensure that no monies are paid to the Customer or a Customer member of staff by the Supplier otherwise than in accordance this Agreement. If the Supplier is approached by a Customer member of staff for a payment, commission, ‘kickback’ or associated payment or any other advantage of any kind, they are obliged to report the request or payment directly to the Customer’s Country Director within thirty-six hours or through the Customer’s whistleblowing hotline. Failure to report: i. any request for payment by a member of staff of the Customer; or ii. actual payment by the Supplier ( or anyone acting on their behalf) to a member of staff of the Customer, to the Customer’s Country Representative, shall result in the immediate termination of this Agreement and may result in disqualification of the Supplier from participation in future contracts with the Customer; p) indemnify and keep indemnified the Customer against any and all losses suffered by the Customer where such losses are caused by or arise from any action or omission of the Supplier, negligence or fraud on the part of the Supplier, or failure of the Supplier to comply with: i. Applicable Laws or Mandatory Policies; and ii. the Supplier's obligation to conduct due diligence checks against Sanctions Lists under Clause 6.1. 4.2. 4.2 Time is of the essence for the Supplier in relation to any performance dates set out in for the Purchase OrderSupplier. If the Supplier fails to meet the relevant deadlines, then (without prejudice to the Customer’s 's right to terminate this agreement and any other rights it may have), the Customer may: (a) refuse to accept any subsequent performance of the Works under the relevant Purchase Order Services which the Supplier attempts to make; (b) purchase substitute services from elsewhere; andelsewhere and reclaim from the Supplier any additional costs incurred as a result of procuring such services from a third party instead of the Supplier; (c) hold the Supplier accountable for any direct losses loss and additional costs incurred; and (including costsd) suffered have any sums previously paid by the Customer due to the Supplier in respect of the affected Services refunded by the Supplier's failure to meet the relevant deadlines. 4.3. 4.3 In relation to the Supplier’s 's personnel, the Supplier shall: (a) use the following Key Personnel in the provision of the Works:Services; i. [key personnel] ii. [key personnel] iii. [key personnel]; and (b) ensure that all personnel involved in the provision of the Works Services have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable the Supplier to fulfil its obligations under this agreement; (c) ensure that the Supplier’s 's Manager has authority to contractually bind the Supplier on all matters relating to the Works Services (including by signing Change Orders and Purchase Orders); (d) promptly inform the Customer of the absence (or the anticipated absence) of any of the Key Personnel, and if so required by the Customer, provide a properly suitably qualified replacement for such individual, and such individual has been subject to due diligence checks in accordance with Clause 6.1; and (e) use its best reasonable endeavours not to make any changes to the Key Personnel throughout the term of the relevant Purchase Order this agreement and obtain the prior written [written] approval of the Customer [(such approval not to be unreasonably withheld or delayed) )] to any replacements for such individuals.

Appears in 1 contract

Samples: Services Agreement

Supplier’s Responsibilities. 4.1. The Supplier shall: a) : provide the Works and the Deliverables in accordance with the Purchase Order; b) Commission; ensure that the Works and Deliverables will conform in all respects with the Purchase Order; c) Commission and that the Deliverables shall be fit for any purpose expressly or implicitly made known to the Supplier by the Customer; perform the Works with the highest level of care, skill and diligence in accordance with good industry practice; d) best practice in the Supplier's industry, profession or trade; ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Works are of the best quality; co-operate with the Customer in all matters relating to the Works, and comply with the Customer’s reasonable 's instructions; e) ; before the date on which the Works are to start, obtain and maintain during the term of the relevant Purchase OrderCommission, all necessary licences and consents and comply with all Applicable Laws relevant legislation in relation to: the Works; and Mandatory Policies; f) the installation and use of the Supplier's Equipment; observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's or Grantee’s premises from time to time and that have been communicated to it under 11(f). The Customer reserves the right to refuse any of the Supplier’s 's personnel involved in the provision of the Works access to the Customer's or Grantee’s premises, which shall only be given to the extent necessary for the performance of the Works; g) ; hold all Customer Materials in safe custody at its own risk, maintain such Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s 's written instructions or authorisations; h) ; take good care of any Customer's Equipment provided by the Customer pursuant to 11(e); not do or omit to do anything, reasonably within its power and ability, anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business. This clause shall not oblige the Supplier to do or omit to do anything which is likely to breach any Applicable Laws or Mandatory Policies; i) ; notify the Customer in writing immediately upon the occurrence of a change of control of the Supplier; j) ; take part in any reasonable quality management assessments as required by the Customer from time to time; comply with any Key Performance Indicators as required by the Customer from time to time; attend a mandatory training day on commencement of this agreement and any other training session that the Customer may require from time to time; operate and maintain appropriate systems, processes and records to ensure sufficient personnel are that it can provide timely and accurate management information reports to the Customer on request in place the format set out in Schedule 4 (as may be amended from time to facilitate secure time); attend performance review meetings throughout the term of the agreement. The exact timing and timely payments as requested frequency of any review meeting will be determined by the Customer; k) is fully responsible . The purpose of the review meeting will be to review the Supplier’s performance under this agreement. The agenda for each review meeting shall be set by the security of funds in transit up Customer and communicated to the disbursement Supplier in advance of that meeting; and handover to comply with any additional obligations imposed on it as set out in a Commission. For the relevant Recipient(s); l) provide duration of this agreement and any Commissions and for a period of 12 months after the Customer with at least 24 hours notification termination or expiry of a Change Order request; m) this agreement, or if for later, any reason, the Supplier is compelled to discontinue the Available ServicesCommissions, the Supplier shall inform not employ or offer employment to any staff of the Customer who has been associated with the procurement and or provision of any such discontinuation within three (3) Business Days of making the decision, and any monies owed by each Party to the other Party shall be returned within thirty (30) Business Days of that notice, to the bank accounts as determined by the Parties; n) not assign the Agreement, in whole Works without approval or in part, without the prior written consent of the Customer. With the Customer’s written consent, the Supplier may sub-contract some or all of the services required under this Agreement. The Supplier shall be fully responsible for all services performed by its sub-contractors and suppliers, and for all acts and omissions of such sub-contractors and vendors. The Supplier shall be responsible to perform proper due diligence on its sub-contractors, vendors, agents and other associates used in the performance of this contract. The approval of the Customer of a sub-contractor which shall not relieve the Supplier of any of its obligations under this Contract. The terms of any sub-contract shall be subject to, and conform to, the provisions of this Agreement; o) ensure that no monies are paid to the Customer or a Customer member of staff by the Supplier otherwise than in accordance this Agreement. If the Supplier is approached by a Customer member of staff for a payment, commission, ‘kickback’ or associated payment or any other advantage of any kind, they are obliged to report the request or payment directly to the Customer’s Country Director within thirty-six hours or through the Customer’s whistleblowing hotline. Failure to report: i. any request for payment by a member of staff of the Customer; or ii. actual payment by the Supplier ( or anyone acting on their behalf) to a member of staff of the Customer, to the Customer’s Country Representative, shall result in the immediate termination of this Agreement and may result in disqualification of the Supplier from participation in future contracts with the Customer; p) indemnify and keep indemnified the Customer against any and all losses suffered by the Customer where such losses are caused by or arise from any action or omission of the Supplier, negligence or fraud on the part of the Supplier, or failure of the Supplier to comply with: i. Applicable Laws or Mandatory Policies; and ii. the Supplier's obligation to conduct due diligence checks against Sanctions Lists under Clause 6.1. 4.2unreasonably withheld. Time is of the essence for the Supplier in relation to any performance dates set out in or milestones for the Purchase OrderSupplier. If the Supplier fails to meet the relevant deadlines, then (without prejudice to the Customer’s 's right to terminate this agreement and any other rights it may have), the Customer may: a) : refuse to accept any subsequent performance of the Works under the relevant Purchase Order Commission which the Supplier attempts to make; b) ; purchase substitute services from elsewhereelsewhere and reclaim from the Supplier any additional costs incurred as a result of procuring such services from a third party instead of the Supplier; and c) hold the Supplier accountable for any direct losses (including costs) suffered loss and additional costs incurred; and have any sums previously paid by the Customer due to the Supplier in respect of the affected Works refunded by the Supplier's failure to meet the relevant deadlines. 4.3. In relation to the Supplier’s 's personnel, the Supplier shall: a) : use the following Key Personnel in the provision of the Works: i. [key personnel] ii. [key personnel] iii. [key personnel]; and b) ensure that all personnel involved in the provision of the Works have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable the Supplier to fulfil its obligations under this agreement; c) ; ensure that the Supplier’s 's Manager has authority to contractually bind the Supplier on all matters relating to the Works (including by signing Change Orders and Purchase Orders); d) Works; promptly inform the Customer of the absence (or the anticipated absence) of any of the Key Personnel, and if so required by the Customer, provide a properly suitably qualified replacement for such individual, ; and such individual has been subject to due diligence checks in accordance with Clause 6.1; and e) use its best endeavours not to make any changes to the Key Personnel throughout the term of the relevant Purchase Order Commission and obtain the prior written approval of the Customer (such approval not to be unreasonably withheld or delayed) to any replacements for such individuals. The Customer shall: provide the Supplier with all necessary co-operation in all matters relating to the Works; ensure that the Customer's Manager has authority to contractually bind the Customer on all matters relating to the Works; provide access to the Customer's or Grantee’s premises and data, and such office accommodation and other facilities as may reasonably be requested by the Supplier and agreed with the Customer in advance, for the purposes of the Works; provide to the Supplier all documents, information, items and materials required under a Commission; provide the Customer's Equipment to the Supplier prior to the commencement of a Commission or by the dates specified and in the manner prescribed in a Commission; and inform the Supplier of all health and safety and security requirements that apply at any of the Customer's or Grantee’s premises to which the Supplier will require access.

Appears in 1 contract

Samples: Services Agreement

AutoNDA by SimpleDocs

Supplier’s Responsibilities. 4.1. ‌ 5.1 The Supplier shallshall ensure the Services and Deliverables: (a) provide the Works are performed and supplied in accordance with this Agreement, the Purchase OrderStatement of Work and any Project Plan; (b) ensure that the Works will conform in all respects with this Agreement, the Purchase OrderStatement of Work, any Specifications, Customer’s instructions and are of the best quality and free from defects in workmanship, installation and design; (c) perform the Works are performed and supplied with the highest level of care, skill and diligence in accordance with good industry practicebest practice in the Supplier's industry, profession or trade; (d) co-operate conform with the Customer in all matters relating to the Works, and comply with the Customer’s reasonable instructionsany Service Levels; (e) before the date on which the Works conform with all Applicable Laws and applicable Standards; (f) meet and are to start, in accordance with any Acceptance Criteria or Acceptance Testing; 5.2 The Supplier shall also: (a) obtain and maintain during the term of the relevant Purchase OrderStatement of Work, all necessary licences and consents and comply with all Applicable Laws and Mandatory Policies;relevant legislation in relation to: f(i) the Customer reserves Services; and (ii) the right to refuse any installation and use of the Supplier’s personnel involved in the provision of the Works access to the Customer’s premises, which shall only be given to the extent necessary for the performance of the Works;'s Equipment. g(b) hold all Customer Materials in safe custody at its own risk, maintain such Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer’s 's written instructions or authorisationsinstructions; h(c) take good care of any Customer's Equipment provided by the Customer pursuant to clause 6.1(d); (d) not do or omit to do anything, reasonably within its power and ability, anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business. This clause shall not oblige the Supplier to do or omit to do anything which is likely to breach any Applicable Laws or Mandatory Policies; i(e) notify the Customer in writing immediately upon the occurrence of a change of control Control of the Supplier; j) ensure sufficient personnel are in place to facilitate secure and timely payments as requested by the Customer; k) is fully responsible for the security of funds in transit up to the disbursement and handover to the relevant Recipient(s); l) provide the Customer with at least 24 hours notification of a Change Order request; m) if for any reason, the Supplier is compelled to discontinue the Available Services, the Supplier shall inform the Customer of any such discontinuation within three (3) Business Days of making the decision, and any monies owed by each Party to the other Party shall be returned within thirty (30) Business Days of that notice, to the bank accounts as determined by the Parties; n) not assign the Agreement, in whole or in part, without the prior written consent of the Customer. With the Customer’s written consent, the Supplier may sub-contract some or all of the services required under this Agreement. The Supplier shall be fully responsible for all services performed by its sub-contractors and suppliers, and for all acts and omissions of such sub-contractors and vendors. The Supplier shall be responsible to perform proper due diligence on its sub-contractors, vendors, agents and other associates used in the performance of this contract. The approval of the Customer of a sub-contractor shall not relieve the Supplier of any of its obligations under this Contract. The terms of any sub-contract shall be subject to, and conform to, the provisions of this Agreement; o) ensure that no monies are paid to the Customer or a Customer member of staff by the Supplier otherwise than in accordance this Agreement. If the Supplier is approached by a Customer member of staff for a payment, commission, ‘kickback’ or associated payment or any other advantage of any kind, they are obliged to report the request or payment directly to the Customer’s Country Director within thirty-six hours or through the Customer’s whistleblowing hotline. Failure to report: i. any request for payment by a member of staff of the Customer; or ii. actual payment by the Supplier ( or anyone acting on their behalf) to a member of staff of the Customer, to the Customer’s Country Representative, shall result in the immediate termination of this Agreement and may result in disqualification of the Supplier from participation in future contracts with the Customer; p) indemnify and keep indemnified the Customer against any and all losses suffered by the Customer where such losses are caused by or arise from any action or omission of the Supplier, negligence or fraud on the part of the Supplier, or failure of the Supplier to comply with: i. Applicable Laws or Mandatory Policies; and ii. the Supplier's obligation to conduct due diligence checks against Sanctions Lists under Clause 6.1. 4.2. Time is of the essence for the Supplier in relation to (f) comply with any performance dates additional obligations imposed on it as set out in the Purchase Order. a Statement of Work. 5.3 If Customer specifies any firm deadlines for delivery within any Project Plan or Statement of Work, and the Supplier fails to meet the relevant deadlines, then (without prejudice to the Customer’s 's right to terminate this agreement and any other rights it may have), the Customer may: (a) refuse to accept any subsequent performance of the Works Services under the relevant Purchase Order Statement of Work which the Supplier attempts to make; (b) purchase substitute services from elsewhere; andelsewhere and reclaim from the Supplier any additional costs incurred as a result of procuring such services from a third party instead of the Supplier; (c) hold the Supplier accountable for any direct losses loss and additional costs incurred; and (including costsd) suffered have any sums previously paid by the Customer due to the Supplier in respect of the affected Services refunded by the Supplier's failure to meet the relevant deadlines. 4.3. 5.4 In relation to the Supplier’s 's personnel, the Supplier shall: (a) use the following Key Personnel in the provision of the Works:Services and, insofar as it is able to do so without disregarding its statutory and contractual obligations, procure that the Key Personnel shall be retained for the duration of any applicable Statement of Work and / or this MSA. i. [key personnel] ii. [key personnel] iii. [key personnel]; and (b) The Supplier shall not replace any Key Personnel without the prior written approval of Customer, such approval not to be unreasonably withheld. For the avoidance of doubt, Customer shall not be liable for the cost of replacing any Key Personnel; (c) at its own cost, ensure that all personnel involved in the provision of the Works Services: (i) have suitable skills skills, experience and experience qualifications to enable them to perform the tasks assigned to them, ; (ii) are fully and suitably supervised at all times; (iii) are provided with such training as is necessary to enable them to perform the Services in accordance with this MSA and any Statement of Work; (iv) are provided with any safety gear and / or protective clothing appropriate to the performance of the Services assigned to them; (v) are advised of any health and safety requirements relevant to the provision of the Services and are aware of any Mandatory Policies which apply to them in performance of their assigned Services; and (vi) are in sufficient number to enable the Supplier to fulfil its obligations under this agreement; c(d) ensure that the Supplier’s 's Manager has authority to contractually bind the Supplier on all matters relating to the Works Services (including by signing Change Orders and Purchase Orders); d(e) promptly immediately inform the Customer of the absence any (or the anticipated absenceany anticipated) non-availability of any of the Key PersonnelPersonnel and propose a suitable replacement, who shall be of equal or better knowledge, experience and if so required ability to carry out the relevant functions performed by the departing Key personnel. At Customer’s option, provide a properly qualified replacement for such individual, Customer shall have the ability to interview and such individual has been subject / or approve (not to due diligence checks in accordance with Clause 6.1be unreasonably withheld) any proposed replacement; and e(f) use its best endeavours not to make any changes to the Key Personnel throughout the term of the relevant Purchase Order Statement of Work. (g) Comply with all legal and obtain statutory requirements relating to its personnel including any laws or regulations in the prior written approval of jurisdiction in which the Customer (such approval not to be unreasonably withheld Supplier and / or delayed) to any replacements for such individualsits personnel operate.

Appears in 1 contract

Samples: Master Services Agreement

Supplier’s Responsibilities. 4.1. 3.1 The Supplier shall provide the Services to the Customer or to any Authorised Service Recipients in such volumes as the Supplier decides from time to time save that the Supplier shall not exceed, or attempt to exceed, the Data Limit notified by the Customer to the Supplier from time to time. 3.2 The Supplier shall be responsible for, bear, pay, discharge and indemnify the Customer against any charge, duty, tax, levy or other payment due to enable the Services to be provided in accordance with clause 3.1. 3.3 The Supplier shall meet, and time is of the essence as to, any performance dates specified from time to time by the Customer acting reasonably. 3.4 The Supplier shall: (a) provide the Works in accordance with the Purchase Order; b) ensure that the Works will conform in all respects with the Purchase Order; c) perform the Works with the highest level of care, skill and diligence in accordance with good industry practice; d) co-operate with the Customer in all matters relating to the WorksServices and the use of the Software; (b) provide maintain and keep in its own possession at all times such Supplier’s Equipment as is necessary to properly perform the Services and not allow any third party to use or have access to the same. 3.5 The Supplier shall: (a) observe all health and safety rules and regulations and any other security requirements that apply to its provision of the Services; (b) not itself respond to, and comply with but immediately refer to the Customer’s reasonable instructions, any enquiry, query, complaint, alleged claim or other like matter made by or received from a third party in relation to the Services and, after referral, respond thereto (if so required) as the Customer directs; e(c) before the date on which the Works Services are to start, obtain obtain, and maintain during the term of the relevant Purchase Orderat all times maintain, all necessary licences and consents and comply with all Applicable Laws and Mandatory Policiesrelevant legislation in relation to: (i) the Services; f(ii) the Supplier's Equipment; (iii) the use of In-put Material; (iv) the use of all Documents, information and materials provided or used by the Supplier; and (v) the use of the Customer's Equipment in relation to the Supplier's Equipment. (d) fully indemnify the Customer reserves in the right to refuse event of any claim against it following a breach of this clause. 3.6 The Supplier acknowledges and agrees that if it considers that the Customer is not, or may not, be complying with any of the Customer's obligations, it shall only be entitled to rely on this as relieving the Supplier’s personnel involved 's performance under this agreement: (a) to the extent that it restricts or precludes performance of the Services by the Supplier; and (b) if the Supplier, promptly after the actual or potential non-compliance has come to its attention, has notified details to the Customer in writing. 3.7 The Supplier shall: (a) at all times provide the Services in accordance with, and otherwise observe and perform the provisions and requirements of and in the User Manual. The Supplier acknowledges that the User Manual can and may be updated, varied and changed by the Customer from time to time and at any time, and that the obligations in this clause 3.7(a) apply to the User Manual as updated, varied or changed at any time. Accordingly the Supplier undertakes, for the avoidance of doubt, to implement any such update, variation or change at or within the time required by the Customer when introducing the same, or if no time is so required within 14 days of such introduction; (b) strictly observe the provisions of the Software Licence; (c) not use the Software for any purpose other than the provision of the Works Services; and (d) regularly access and pay proper attention to notices, blogs and the Customer’s premises, which shall only be given to the extent necessary for the performance of the Works; g) hold all Customer Materials in safe custody at its own risk, maintain such Customer Materials in good condition until returned to the Customer, and not dispose of like entered or use displayed by the Customer Materials other than in accordance with the Customer’s written instructions on any forum or authorisations; h) not do or omit to do anything, reasonably within its power and ability, which may cause website created by the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business. This clause shall not oblige the Supplier to do or omit to do anything which is likely to breach any Applicable Laws or Mandatory Policies; i) notify the Customer in writing immediately upon the occurrence of a change of control of the Supplier; j) ensure sufficient personnel are in place to facilitate secure and timely payments as requested by the Customer; k) is fully responsible for the security of funds in transit up to the disbursement and handover to the relevant Recipient(s); l) provide the Customer with at least 24 hours notification of a Change Order request; m) if for any reason, the Supplier is compelled to discontinue the Available Services, the Supplier shall inform the Customer of any such discontinuation within three (3) Business Days of making the decision, and any monies owed by each Party to the other Party shall be returned within thirty (30) Business Days of that notice, to the bank accounts as determined by the Parties; n) not assign the Agreement, in whole or in part, without the prior written consent of the Customer. With the Customer’s written consent, the Supplier may sub-contract some or all of the services required under this Agreement. The Supplier shall be fully responsible for all services performed by its sub-contractors and suppliers, and for all acts and omissions of such sub-contractors and vendors. The Supplier shall be responsible to perform proper due diligence on its sub-contractors, vendors, agents and other associates used in the performance of this contract. The approval of the Customer of a sub-contractor shall not relieve the Supplier of any of its obligations under this Contract. The terms of any sub-contract shall be subject to, and conform to, the provisions of this Agreement; o) ensure that no monies are paid to the Customer or a Customer member of staff by the Supplier otherwise than in accordance this Agreement. If the Supplier is approached by a Customer member of staff for a payment, commission, ‘kickback’ or associated payment or any other advantage of any kind, they are obliged to report the request or payment directly to the Customer’s Country Director within thirty-six hours or through the Customer’s whistleblowing hotline. Failure to report: i. any request for payment by a member of staff of the Customer; or ii. actual payment by the Supplier ( or anyone acting on their behalf) to a member of staff of the Customer, to the Customer’s Country Representative, shall result in the immediate termination of this Agreement and may result in disqualification of the Supplier from participation in future contracts with the Customer; p) indemnify and keep indemnified the Customer against any and all losses suffered by the Customer where such losses are caused by or arise from any action or omission of the Supplier, negligence or fraud on the part of the Supplier, or failure of the Supplier to comply with: i. Applicable Laws or Mandatory Policies; and ii. the Supplier's obligation to conduct due diligence checks against Sanctions Lists under Clause 6.1. 4.2. Time is of the essence for the Supplier in relation to any performance dates set out in the Purchase Order. If the Supplier fails to meet the relevant deadlines, then (without prejudice to the Customer’s right to terminate this agreement and any other rights it may have), the Customer may: a) refuse to accept any subsequent performance of the Works under the relevant Purchase Order which the Supplier attempts to make; b) purchase substitute services from elsewhere; and c) hold the Supplier accountable for any direct losses (including costs) suffered by the Customer due to the Supplier's failure to meet the relevant deadlines. 4.3. In relation to the Supplier’s personnel, the Supplier shall: a) use the following Key Personnel in the provision to it of the Works: i. [key personnel] ii. [key personnel] iii. [key personnel]; and b) ensure that all personnel involved in the provision of the Works have suitable skills and experience to enable them to perform the tasks assigned to them, and are in sufficient number to enable the Supplier to fulfil its obligations under this agreement; c) ensure that the Supplier’s Manager has authority to contractually bind the Supplier on all matters relating to the Works (including by signing Change Orders and Purchase Orders); d) promptly inform the Customer of the absence (or the anticipated absence) of any of the Key Personnel, and if so required by the Customer, provide a properly qualified replacement for such individual, and such individual has been subject to due diligence checks in accordance with Clause 6.1; and e) use its best endeavours not to make any changes to the Key Personnel throughout the term of the relevant Purchase Order and obtain the prior written approval of the Customer (such approval not to be unreasonably withheld or delayed) to any replacements for such individualsServices generally.

Appears in 1 contract

Samples: Supply of Services Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!